Cognis GmbH
Cognis GmbH: Cognis gains consent to requested waiver and amendments
Cognis GmbH / Statement Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- INVESTOR RELATIONS RELEASE Monheim, May 2, 2007 Cognis gains consent to requested waiver and amendments Cognis, Monheim: Cognis GmbH ('Cognis' or the 'Company') today announces that bondholders representing 94.3% of the outstanding principal amount of the existing 9.5% Senior Notes due 2014 (the 'Senior Notes') have granted consent in conjunction with the Consent Solicitation launched on April 25, 2007 and thus the proposed Waivers and Amendments have been approved. The Consent Solicitation sought to (a) amend certain provisions of the indenture dated May 13, 2004 (the 'Indenture'); (b) waive certain provisions of the Indenture; (c) authorize the release of the security and guarantees set forth in the Indenture; and (d) replace the existing intercreditor agreement dated May 13, 2004. In addition, the Company today announces its intention to access the debt capital markets to raise 1.65 billion euro Senior Secured Floating Rate Notes and Loans, in addition to a 250 million euro revolving credit facility (together the 'Refinancing'). Goldman Sachs and JP Morgan have been mandated to lead the Refinancing, with investor roadshow events being held by the Company in London over the coming two days. The Refinancing will enable Cognis to take advantage of current favourable market conditions, reducing the overall cost of capital. No proceeds will be used to finance a payment to the existing private equity sponsors. The Refinancing is expected to price at the end of this week. The Notes being offered have not been registered under the Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. Any public offering of securities to be made in the United States will be made by means of an Offering Circular that may be obtained from the Company that will contain detailed information about the Company and management, as well as financial statements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful. This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement (the 'Securities') in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement is directed only at the following persons in the United Kingdom: persons having professional experience in matters relating to investments; and persons falling within Articles 49(2)(a) to (d) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (high net worth corporations, unincorporated associations etc.). If you are in the United Kingdom and do not fall into one of the above categories, any investment or investment activity to which this announcement relates is not available to you, and will not be engaged in with you, and you should not act upon, or rely on, this announcement. About Cognis Cognis is a worldwide supplier of innovative specialty chemicals and nutritional ingredients, with a particular focus on the areas of wellness and sustainability. The company employs about 8,000 people, and it operates production sites and service centers in 35 countries. Cognis has dedicated its activities to a high level of sustainability and delivers natural source raw materials and ingredients for food, nutrition and healthcare markets, and the cosmetics, detergents and cleaners industries. Another main focus is on products for a number of other industries, such as coatings and inks, lubricants, textiles, as well as agriculture and mining. The company holds a 50-percent stake in the joint venture Cognis Oleochemicals, one of the world’s leading manufacturers of oleochemicals. Cognis is owned by private equity funds advised by Permira, GS Capital Partners, and SV Life Sciences. In 2006, Cognis recorded sales of 3.37 billion euros and an Adjusted EBITDA (operating result) of 394 million euros Contact Monica Stephensons, Senior Manager Investor Relations Cognis Deutschland GmbH & Co. KG Phone: +49-2173-4995-279 E-mail: investor-relations@cognis.com Internet: www.cognis.com Susanne Sengel, Senior Manager Corporate Communications Cognis Deutschland GmbH & Co. KG Phone: +49-2173-4995-220 E-Mail: susanne.sengel@cognis.com Internet: www.cognis.com DGAP 02.05.2007 ---------------------------------------------------------------------- Language: English Issuer: Cognis GmbH Rheinpromenade 1 40789 Monheim Deutschland Phone: 02173-4995-279 Fax: 0211-2006-10279 E-mail: investor-relations@cognis.com www: www.cognis.com ISIN: XS0191508281 WKN: A0BM7Q Indices: Listed: Freiverkehr in Stuttgart; Open Market in Frankfurt End of News DGAP News-Service ---------------------------------------------------------------------------
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